ProPhase Labs Changes Independent Auditor
Ticker: PRPH · Form: 8-K · Filed: Oct 4, 2024 · CIK: 868278
| Field | Detail |
|---|---|
| Company | Prophase Labs, INC. (PRPH) |
| Form Type | 8-K |
| Filed Date | Oct 4, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0005 |
| Sentiment | neutral |
Sentiment: neutral
Topics: auditor-change, accounting
TL;DR
ProPhase Labs swapped auditors from WithumSmith+Brown to Citrin Cooperman as of Sept 30.
AI Summary
ProPhase Labs, Inc. filed an 8-K on October 4, 2024, reporting a change in its certifying accountant as of September 30, 2024. The company previously engaged WithumSmith+Brown, PC, and has now appointed Citrin Cooperman & Company, LLP as its new independent registered public accounting firm.
Why It Matters
A change in auditors can sometimes signal underlying issues with financial reporting or internal controls, or it could simply be a strategic decision by the company.
Risk Assessment
Risk Level: medium — Changes in auditors can sometimes precede or coincide with financial irregularities or increased scrutiny.
Key Players & Entities
- ProPhase Labs, Inc. (company) — Registrant
- WithumSmith+Brown, PC (company) — Former certifying accountant
- Citrin Cooperman & Company, LLP (company) — New certifying accountant
- September 30, 2024 (date) — Effective date of change
- October 4, 2024 (date) — Filing date of the 8-K
FAQ
What was the reason for the change in ProPhase Labs' certifying accountant?
The filing does not explicitly state the reason for the change, but it notes that the decision was approved by the Audit Committee of the Board of Directors.
When did the change in certifying accountant become effective?
The change in certifying accountant became effective as of September 30, 2024.
Who was ProPhase Labs' previous certifying accountant?
ProPhase Labs' previous certifying accountant was WithumSmith+Brown, PC.
Who is ProPhase Labs' new certifying accountant?
ProPhase Labs' new certifying accountant is Citrin Cooperman & Company, LLP.
Did ProPhase Labs have any disagreements with its former accountant?
The filing states that there were no disagreements between ProPhase Labs and WithumSmith+Brown, PC on any matter of accounting principles or practices, or financial statement disclosure.
Filing Stats: 796 words · 3 min read · ~3 pages · Grade level 12 · Accepted 2024-10-04 17:27:26
Key Financial Figures
- $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic
Filing Documents
- form8-k.htm (8-K) — 42KB
- ex16-1.htm (EX-16.1) — 4KB
- ex16-1_001.jpg (GRAPHIC) — 82KB
- ex16-1_002.jpg (GRAPHIC) — 9KB
- ex16-1_003.jpg (GRAPHIC) — 45KB
- 0001493152-24-039578.txt ( ) — 407KB
- prph-20240930.xsd (EX-101.SCH) — 3KB
- prph-20240930_lab.xml (EX-101.LAB) — 33KB
- prph-20240930_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 PROPHASE LABS, INC . (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 711 Stewart Avenue , Suite 200 Garden 11530 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 345-0919 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Exchange Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 4.01. Changes in Registrant's Certifying Accountant. On September 30, 2024, Morison Cogen LLP ("Morison"), the independent registered public accounting firm of ProPhase Labs, Inc., a Delaware corporation (the "Company"), decided to exit the PCAOB audit business. Based on this decision, the firm circulated a letter to the Audit Committee (the "Audit Committee") of the Board of Directors of the Company notifying them of such. The firm has therefore resigned as the independent registered public accounting firm of the Company, effective as of September 30, 2024. The Company is in the final stages of engaging a new independent registered public accounting firm to replace Morison and expects to announce the engagement in the near future. During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim periods through June 30, 2024, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K), except for (i) the adverse opinion on internal control over financial reporting in Morison's Report in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Form 10-K") and (ii) the material weaknesses due to the Company's lack of effective internal controls over financial reporting as disclosed in "Part II, Item 9A. Controls and Procedures" of the Form 10-K and "Part I, Item 4. Controls and Procedures" of the Company's subsequent quarterly reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024. During the Company's fiscal years ended December 31, 2023 and 2022, and through the date of Morison's resignation, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Morison on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of Morison would have caused Morison to make reference thereto in their report on the financial statements for such year. The Company provided Morison with a copy of the disclosures it is making in this Current Report on Form 8-K in accordance with Item 304(a) of Regulation S-K and requested that Morison furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of Morison's letter, dated October 4, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: No. Description 16.1 Letter from Morison Cogen, dated October 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behal